Remember Me?
by Shooting Star Sky Saint
Summary: First Ben 10 fanfic. Blitzwolfer's been forgotten for too long and Ben will have to pay the price. A transformation fic and the return of Benwolf.


_**Remember Me?**_

_By: Shooting Star Sky Saint_

* * *

_"Let's play." _

Ben awoke from his sleep. He looked around his bedroom for the source of the husky voice but saw no one.

"Am I dreaming?" Ben wondered before shrugging his worries off and snuggling back into his covers.

_"We haven't played in years." _

This time Ben jumped dizzyingly from his bed and with his hand on his watch shouted, "Who's there?"

_"Let's play." _

A scream ripped from Ben's throat. His back jerked suddenly and his hands clenched tightly into fists.

_"I want to play." _

Ben cried out. Pain ravaged through his entire body as he fell to the floor and breathed harsh and fast breaths.

_"We need to play!" _

Ben whimpered, he lied on his back and shuddered with pain. "Please. Don't do this. Not this way. It'll hurt this way." Ben begged, his eyes shut tightly.

_"We can't play in this body,"_ the gruff voice growled, almost sounding like it was thinking. _"You need my body. Yours is weak, and prey."_

A supernova of pain erupted in the middle of Ben's heart. He screamed again, the agony traveled to every part of his body and sank in. It infused with his bones, antagonized his muscles, and seized his senses of everything around him.

_"We'll play all night. We'll hunt and eat and kill and conquer and mate. It'll be fun." _

Ben cried out as he felt his fingernails tear away from his skin. There was blood, he could feel it on his palms. He felt something sharp and long take the place of what was once human.

The same was happening to his feet. Ben whimpered and opened his mouth, he tasted blood on his tongue. He spat and saw crimson and pink flesh and white teeth. Ben hissed when full rows of sharp fangs pushed past his gums.

"No..." Ben stuttered, "You can't do th-this! Darn omnitrix, stop him. Stop this - ah!"

Ben gripped the carpet underneath him with his newly formed claws. His spine arched off the floor.

_"You don't want this?"_

"No!"

_"You do this everyday with them. The weaker flesh." _

"It's different with the other aliens!" Ben growled angrily. "It's not painful." He prayed Blizwolfer could see reason. That he could see that if he went through with this then Ben would surely _not survive the process_.

Ben shivered, his body has transformed millions of time but not forcefully like this. Not with _this_ level of pain.

"It's different! You can't turn me like this!"

For moments, there was no response. Ben was left alone with the pain.

Then a growl rumbled in his mind.

_"But this..."_

Ben suddenly clenched his fangs. He rolled off his back and onto his hands and knees, gasping and heaving for breaths.

Ben snarled viscously and drooled blood and saliva.

_"This will not kill you. Not with me, __**Ben**__... __**Tennyson**__..."_

His insides burned. His blood boiled hot in his pulsing veins. His body throbbed and screamed for change.

_"This - with __**me**__ - it'll be different. It'll be __**ours**__."_

And change it received. Ben's unruly chestnut hair grew, and forced past every pore in his skin. Ben whimpered when he felt his pajamas suddenly become so tight.

_"Your pain."_

He felt the cartilage in his ears change shape to become pointier. The vocal chords, his larynx erupted with blood and pain as it changed within him. Shifted to make the sounds of a beast, an animal rather than a human. Ben felt he was vomiting blood as it slipped past his fangs. _Oh god... _He faintly thought, the pulse his new chords gave him made Ben growl... with real animal intent.

_"My rush."_

Ben clutched his top and with beastly frustration he ripped it off his body. Ben huffed at the release he felt from his small shirt. That's right; small. Ben's body throughout every change was growing bigger to compensate the shift from human to... alien beast.

But it wasn't enough.

Ben steadily stood up. His claws fixated on his pajama pants and with an annoyed snarl, Ben tore them away along with his boxers.

Ben instinctively blushed when his manhood flopped out into the open. Then he hissed, his insides burned, as if venomous snakes were rampaging through his intestines.

Ben moaned in pain and felt his legs tremble and quake. "Why are you doing this?"

_"You stopped playing with me. You forgot about me." _

Ben hitched a breath. He could feel unbearable pressure rage against the bones in his legs.

"I never forgot. I couldn't use you in - **JESUS CHRIST!**" Ben howled in agony. His femur, tarsals, all of the damn bones in his legs and feet shattered rapidly like an earthquake. Then as quickly as they broke, they rearranged and shifted and grew until Ben's lower legs resembled that of a Blitzwolfer's.

Ben whimpered loudly, tears burned his eyes as he spat up more blood and saliva. "_W-Why?_"

_"I wanted us to play again. Like we use to. We use to only fight but now we can do other things. Things my species does." _

Ben growled angrily. "Y-You're tak-_ugh_-ing o-over my - ah, body j-ju-ust to, ugh! Pee on a tree?"

_"I'm not. We'll be in control. Both of us. Together."_

Ben huffed and snarled. His lower back suddenly ached and, stretched? Ben glanced hesitantly over his shoulder and saw his exposed behind grow a skinny worm-like tail. Ben glared at the weak little extension that grew from the base of his bottom.

"W-What...?" Suddenly the weak tail throbbed and surged. Ben groaned as he watched the tail thicken and grow in size with each pulse running through it. "Ooh..." Ben hissed.

His tail suddenly burst with thick and messy gray fur. Ben swayed on his new legs and leaned against a wall, groaning and grunting.

"B-Blitzwolfer..." Ben whimpered through little pops of pain in his arms and shoulder. He knew what was happening next and dreaded over it. "J-Just... just get this over with..."

There was that silence again. So much that Ben could hear his racing heart pound against his aching ribcage.

_"You... give yourself to me?" _

Ben snarled, "For me. For _us_. I thought we were a happy couple?" He joked a bit at the end then yelped in pain. "Just hurry this up. Please."

_"..."_

Ben sighed and closed his eyes. He forced himself to relax his tense muscles, his breathing, his mind, and his thoughts as he stopped struggling against the beast. Ben swayed away from the wall and stood firm on his own two bestial feet.

Then finally, he heard Blitzwolfer's voice.

_"I'll do that and __**so much more**__." _

Ben suddenly gasped. The pain in his body faded away instantly. He felt numb for a second, looking at his clawed hands in interest, and then gasped again.

"Ooh..." Ben groaned. His body tingled oddly. The pain was gone, Ben was relieved, but he felt different now. Much different and more... _powerful_.

A fang filled smirk eased across Ben's lips as he sighed in relief. A pulse ran through his arms as they bulged with muscle underneath his gray fur.

Ben moaned with pleasure. The pain was gone. With other aliens Ben would feel nothing through their transformation except uncomfortable, but with Blitzwolfer...

"Oh..." Ben hissed, he drooled with his fangs clenched. His tongue rolled out of his mouth as another wave of pleasure hit him. "Oh _yess~_"

Spikes jutted out of his bestial arms as more fur grew on him. Ben tilted his head back, moaning, as a thick mane grew. Ben fell on all fours and trembled with ecstasy, his face throbbed and Ben had to bite his lip from screaming as a long muzzle erupted from his face.

Ben howled deliriously, his entire body pulsed and throbbed as the final changes took place. But Ben was too lost in his pleasure to know what they were.

_"You're enjoying it?"_

"God yes!" Ben huskily growled.

_"We'll do this every night!" _

Ben moaned, his bestial toes curled. "Yes! Yes!"

"We can hunt and eat and kill and mate."

Ben snarled viciously as another wave of pleasure hit him. "We'll hunt and eat... _kill and mate_. Yes ~ I needed some new hobbies anyways ~"

_"So much fun..."_

Ben roared, "Lots of fun! We'll have so much fun!" Ben scraped the carpet with his new claws and easily shredded them like butter. His body swelled with muscle and mass. He arched his back, lifted his head, and groaned, "Oh yesss... _more please_~"

_"No regret?"_

Ben thought vaguely about that then answered, "I'll turn back to normal... ooooh right..?"

Blitzwolfer was silent as Ben became lost in his near orgasmic feelings.

_"Yes, but we'll do this every month." _

Ben blinked his large green eyes and licked his long tongue across his chops. He lifted his muzzle and sniffed, his new senses took immediate control.

"Oh that's fine with me," Ben mused then waited for a reply. "Ah... nmm... hah!" He breathed heavily and unevenly. Ben's werewolf body spasmed and twitched, the most intense pleasure Ben would ever know started to build inside of him. He closed his eyes, growling and grunting, and shuddered. "Ngh! Hmmm...Ooh... god..."

Suddenly, Ben's eyes flew open then he cracked open his muzzle.

Ben lifted his snout and howled powerfully as his pleasure hit its peak. He suckled the last remnants of his howl out then eased back into moaning. Ben, now in the form of Blitzwolfer, collapsed on his back and tried to catch his breath.

"Hmmm, ugh..." He wheezed. Ben rolled over and stood on his four limbs. He promptly shook his massive body and groaned while looking at his lethal claws. The werewolf smirked dangerously then hopped on the window ceil and glanced up. The light of the full moon poured into him and he greedily devoured it all, grinning mischievously.

_Did you know it would feel this good? _

A voice aching in the back of his mind whispered to him. The werewolf shook his head and leapt from the window, landing gracefully on the ground on all fours. Together as one, Benwolf raised his head and glared victoriously at the streets of Bellwood. In his new warped voice that sounded like it held two tones, Benwolf ran and snarled, "_Let's... __**play**__."_

* * *

_Review Please, and thank you _


End file.
